11-92C-5
Section 11-92C-5 Amendments to certificate of incorporation. (a) The certificate of incorporation
of an authority incorporated under this chapter may at any time and from time to time be amended
in the manner provided in this section. The board shall first adopt a resolution proposing
an amendment to the certificate of incorporation which shall set forth in full in the resolution.
The amendment may include any matters which might have been included in the original certificate
of incorporation. (b) After the adoption by the board of a resolution proposing an amendment
to the certificate of incorporation of an authority, the chair of the board and the secretary
of the authority shall sign and file a written application in the name of and on behalf of
the authority, under its seal, with the governing body of the authorizing subdivision, requesting
the governing body to adopt a resolution approving the proposed amendment, and accompanied
by a certified copy of the resolution adopted by the...
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10A-2A-10.04
Section 10A-2A-10.04 Voting on amendments by voting groups. (a) The holders of the outstanding
stock of a class are entitled to vote as a separate voting group (if stockholder voting is
otherwise required by this chapter) on a proposed amendment to the certificate of incorporation
if the amendment would: (1) effect an exchange or reclassification of all or part of the stock
of the class into stock of another class; (2) effect an exchange or reclassification, or create
the right of exchange, of all or part of the stock of another class into stock of the class;
(3) change the rights, preferences, or limitations of all or part of the stock of the class;
(4) change the stock of all or part of the class into a different number of shares of stock
of the same class; (5) create a new class of stock having rights or preferences with respect
to distributions that are prior or superior to the stock of the class; (6) increase the rights,
preferences, or number of authorized shares of stock of any...
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11-54A-6
Section 11-54A-6 Amendments to certificate of incorporation; procedure. The certificate of
incorporation of the authority incorporated under the provisions of this chapter may at any
time and from time to time be amended in the manner provided in this section. The board shall
first adopt a resolution proposing an amendment to the certificate of incorporation which
shall be set forth in full in the said resolution and which amendment may include any matters
which might have been included in the original certificate of incorporation. After the adoption
by the board of a resolution proposing an amendment to the certificate of incorporation of
the authority, the chairman of the board and the secretary of the authority shall sign and
file a written application in the name of and on behalf of the authority, under its seal,
with the governing body of the city, requesting such governing body to adopt a resolution
approving the proposed amendment, and accompanied by a certified copy of the said...
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22-9A-19
Section 22-9A-19 Amendment of vital records. (a) A certificate registered under this chapter
may be amended only in accordance with this chapter and rules adopted by the board to protect
the integrity and accuracy of vital records. (b) A certificate that is amended under this
section shall be marked "AMENDED" except as otherwise provided in this section.
The date of amendment and a summary description of the evidence submitted in support of the
amendment shall be made a part of the record. Additions or minor corrections may be made to
certificates within one year after the date of the event without the certificate being marked
"AMENDED." The board shall prescribe by rules the conditions under which additions
or minor corrections may be made. (c) Amendment of names on a birth certificate. (1) Until
the fifth birthday of the registrant, given names for a child whose birth was recorded without
given names may be added to the certificate upon affidavit of both parents, or the mother
in the...
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10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate
of incorporation, any action required or permitted by this chapter to be taken at any meeting
of the stockholders may be taken without a meeting, and without prior notice, if one or more
consents in writing setting forth the action so taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be required to authorize
or take the action at a meeting at which all shares of stock entitled to vote on the action
were present and voted; provided, however, that if a corporation's certificate of incorporation
authorizes stockholders to cumulate their votes when electing directors pursuant to Section
10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action
must be evidenced by one or more written consents describing the action taken, signed by the
stockholders approving the action and delivered to the corporation...
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11-49A-6
Section 11-49A-6 Certificate of incorporation - Amendments; resolution; application; denial
or approval of governing body; filing. The certificate of incorporation of any authority incorporated
under the provisions of this chapter may at any time and from time to time be amended in the
manner provided in this section, provided that the contents of any amendment are first approved
by the municipal governing body which shall have the authority to recommend requirements with
respect to either any amendment or the original certificate of incorporation. The board of
directors of the authority shall first adopt a resolution proposing an amendment to the certificate
of incorporation which shall be set forth in full in the said resolution and which amendment
may include any matters which might have been included in the original certificate of incorporation.
After the adoption by the board of a resolution proposing an amendment to the certificate
of incorporation of the authority, the chairman...
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10A-2A-10.08
Section 10A-2A-10.08 Amendment pursuant to reorganization. Notwithstanding Division B of Article
3 of Chapter 1: (a) A corporation's certificate of incorporation may be amended without action
by the board of directors or stockholders to carry out a plan of reorganization ordered or
decreed by a court of competent jurisdiction under the authority of a law of the United States
if the certificate of incorporation after the amendment only contains provisions required
or permitted by Section 10A-2A-2.02. (b) The individual or individuals designated by the court
shall deliver to the Secretary of State for filing a certificate of amendment setting forth:
(1) the name of the corporation; (2) the text of each amendment approved by the court; (3)
the date of the court's order or decree approving the certificate of amendment; (4) the title
of the reorganization proceeding in which the order or decree was entered; and (5) a statement
that the court had jurisdiction of the proceeding under federal...
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45-49-90.05
Section 45-49-90.05 Certificate of incorporation Amendments. (a) If any corporation formed
under this part has accidentally or inadvertently failed to comply with the requirements of
this part in its organization, such omission or defect may be corrected by filing an amendment
as provided in this section. The certificate of incorporation of any corporation formed under
this part may also at any time and from time to time be amended so as to make any changes
therein and add any provisions thereto which might have been included in the certificate of
incorporation in the first instance. (b) Any such amendment shall be effected in the following
manner: The board of directors of the corporation shall adopt a resolution proposing such
amendment to the certificate of incorporation. The chair of the board of directors of the
corporation shall file with the governing body of the county and, if applicable, any participating
municipality, an application in writing seeking permission to amend the...
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22-21-352
Section 22-21-352 Further provision for amendment of certificates of incorporation or reincorporation.
(a) Except as otherwise provided in the last sentence of this subsection, any authority that
now exists, or that is hereafter organized or reincorporated (as the case may be) pursuant
to the provisions of the enabling statute, shall have the power to amend its certificate of
incorporation or certificate of reincorporation, in the manner hereinafter provided, so as
to provide: (1) That the governing body of an authorizing subdivision empowered (either alone
or jointly with the governing body or bodies of one or more other authorizing subdivisions)
to elect or appoint one or more directors shall so elect or appoint all or any of such directors
only from a list of nominees, as provided in subdivision (2) below, proposed by the board
and otherwise qualified, in accordance with law and with the terms of such certificate of
incorporation or certificate of reincorporation (as the case may...
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10A-2A-2.02
Section 10A-2A-2.02 Certificate of incorporation. Notwithstanding Section 10A-1-3.05: (a) The
certificate of incorporation must set forth: (1) a corporate name for the corporation that
satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the
corporation is authorized to issue; (3) the street and mailing addresses of the corporation's
initial registered office, the county within this state in which the street and mailing address
is located, and the name of the corporation's initial registered agent at that office as required
by Article 5 of Chapter 1; and (4) the name and address of each incorporator. (b) The certificate
of incorporation may set forth: (1) the names and addresses of the individuals who are to
serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the
purpose or purposes for which the corporation is organized; (ii) managing the business and
regulating the affairs of the corporation; (iii) defining,...
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